What are the costs associated with running an SPV on AngelList?

SPV fees are distributed across all LPs and prorated based on their investment amount. The setup fee for most deals is $8k plus variable state regulatory fees ($1k - $4k). If total fees exceed 10% of SPV size, AngelList will cover the excess.

AngelList fees

  • Fixed cost for a given SPV
  • Paid to AngelList to cover legal and back-office operations for the lifetime of your SPV.
  •  

State regulatory fees

  • State regulatory fees refer to blue sky filing costs. 
  • State regulatory fees vary based on the geographic makeup of LPs in the SPV. The total median fee is around $1,200, but can range up to $4k.
  • Not paid to AngelList. AngelList collects these fees and pays them to the state security regulators to cover the cost of the required notice filings.
  • States may increase their regulatory fees year-to-year. 
    •  

How are AngelList Fees Determined?

AngelList fees are $8k for most SPVs. However, if your syndicate has previously run an SPV into the same company, fees are reduced to $4k for any subsequent SPV. In addition, if you’re making an investment into the company out of your fund, the setup costs for the corresponding SPV are reduced to $4k.

Note: For the month of June 2022, we’re running a limited trial that reduces SPV setup costs for SPVs raising between $40k and $80k. For the month of June, the minimum suggested allocation is $40k.

How are State Regulatory Fees Determined?

Blue sky laws differ from state to state, so the fees will vary depending on the geographic makeup of LPs in the SPV. We’ve included a breakdown of state-by-state blue sky filing costs at the bottom of this article.

We calculate the fee for each LP in your SPV based on the state their investing entity is located in. This means the filing fees increase with each additional LP, and the cost for each LP will vary depending on the location of their investing entity.

Based on historical AngelList data, the median SPV pays a total of $1,200 in state regulatory fees. The maximum is around $4k.

To maintain predictable pricing, AngelList will cap the combined costs of setup and state regulatory fees at 10% of the total amount raised. In other words, AngelList fees will be $8K; total state regulatory fees are variable, up to $4K. If total fees exceed 10% of SPV size, AngelList will cover the excess.

What are Blue Sky Laws?

Blue sky laws are state-level regulations intended to protect investors against securities fraud by requiring certain securities issuers (e.g., funds) to register and disclose the specifics of the security offering. Most of our SPV offerings qualify for blue sky law exemptions, but do not bypass state filings. To learn more about blue sky laws, read our Education Center article

Examples

Let’s assume you do not have a target allocation mind.

SPV raises $100,000

  • AngelList Fee: $8,000
  • State Regulatory Fees: $1,200
  • Total Incurred Fees: $9,200
  • Total Actual Fees: $9,200 (total incurred fees are still less than 10% of the SPV, so no discount is applied) 
  • Final investment amount: $90,800

Let’s assume you have a target allocation in mind.

For allocations of $108,000 or less — we recommend reserving 10% of the SPV’s total raise to cover fees. If total fees surpass 10% of the SPV’s total raise, AngelList will cover the surplus. Any excess capital not used for the investment or fees will be returned back to LPs. 

Say you have an allocation of $90,000; you should aim to raise $100,000.

  • AngelList Fee: $8,000
  • State Regulatory Fees: $5,000
  • Total Incurred Fees: $13,000
  • Total Actual Fees: $10,000 (total incurred fees are more than 10% of the SPV, AngelList covers the excess)
  • Final investment amount: $90,000

For allocations over $108,000 — we recommend reserving $8,000 to cover the AngelList fee, and approximately $4,000 to cover the state regulatory fee (this is generally the maximum fee we have seen). Any excess capital not used for the investment or fees will be returned back to LPs. 

Say you have an allocation of $200,000, you should aim to raise $212,000.

  • AngelList Fee: $8,000
  • State Regulatory Fees: $2,000
  • Total Incurred Fees: $10,000
  • Total Actual Fees: $10,000
  • Final investment amount: $200,000
  • Returned to LPs: $2,000

You will always have the option to pay for AngelList and/or regulatory fees out-of-pocket.

We've added a calculator in product that automatically updates based on your allocation to show how much you'll need to raise to cover fees.

 

Blue Sky Filing Fees by State

Unless stated otherwise, the filing fee is charged if any LP from that state invests in the SPV. 

State Blue Sky Filing Fees

Alabama

$300

Alaska

$600

Arizona 

No filing required

Arkansas

0.1% of the total aggregate offering price, capped at $2k with a minimum fee of $100.

California

$300

Colorado

No filing required

Connecticut

$150

Delaware

0.5% of the total aggregate offering price, capped at $1k with a minimum fee of $200.

Washington D.C.

No filing required

Florida

No filing required

Georgia

If the SPV has 10+ Georgia LPs, the total filing fee is $250. Otherwise, there’s no fee. 

Hawaii

$100

Idaho

If the SPV has 10+ Idaho LPs, the total filing fee is $50. Otherwise, there’s no fee. 

Illinois

No filing required

Indiana

No fee

Iowa

No filing required

Kansas

If the SPV has 10+ Kansas LPs, the total filing fee is $250. Otherwise, there’s no fee. 

Kentucky

$250

Louisiana

$300

Maine

If the SPV has 10+ Maine LPs and the aggregate offering price is less than $1M, the filing fee is $300


If the SPV has 10+ Maine LPs and the aggregate offering price is greater than $1M, the filing fee is $1k

If the SPV doesn’t meet any of the above criteria, there’s no filing fee.

Maryland

$100

Massachusetts

If the SPV has 10+ Massachusetts LPs and the aggregate offer price is less than $500k, the filing fee is $150

If the SPV has 10+ Massachusetts LPs and the aggregate offer price is between $500k - $2M, the filing fee is $250

If the SPV has 10+ Massachusetts LPs and the aggregate offering price is between $2M - $7.5M, the filing fee is $500

If the SPV has 10+ Massachusetts LPs and the aggregate offering price is greater than $7.5M, the filing fee is $750

If the SPV doesn’t meet any of the above criteria, there’s no filing fee.

Michigan

If the SPV has 10+ Michigan LPs, the total filing fee is $100. Otherwise, there’s no fee. 

Minnesota

0.1% of the total aggregate offering price, capped at $300 with a minimum of $100

Mississippi

No filing required

Missouri

If the SPV has 10+ Missouri LPs, the total filing fee is $100. Otherwise, there’s no fee

Montana

If the SPV has 10+ Montana LPs and the aggregate offering price is greater than $100k, the total filing fee is $200 for the first $100k, plus 0.1% of any excess over $100k. This fee is capped at $1k.

Nebraska

No filing required

Nevada

No filing required

New Hampshire

$500

New Jersey

If the SPV has 10+ New Jersey LPs, the total filing fee is $500. Otherwise, there’s no fee. 

New Mexico

$350

New York

If the total aggregate offering price is less than or equal to $500k, the filing fee is $300.

If the total aggregate offering price is greater than $500k, the filing fee is $1,200.

North Carolina

$350

North Dakota

$100

Ohio

$100

Oklahoma

$250

Oregon

No filing required

Pennsylvania

$525

Puerto Rico

0.2% of the total aggregate offering price, capped at $1,500 with a minimum of $350

Rhode Island

If the SPV has 10+ Rhode Island LPs, the total filing fee is $300. Otherwise, there’s no fee.

South Carolina

If the SPV has 10+ South Carolina LPs, the total filing fee is $300. Otherwise, there’s no fee.

South Dakota

If the SPV has 10+ South Dakota LPs, the total filing fee is $250. Otherwise, there’s no fee.

Tennessee

If the SPV is 506(c), there is a $500 filing fee. Otherwise, there’s no fee.

Texas

No filing required

Utah

No filing required

Vermont

If the SPV has 10+ Rhode Island LPs, the total filing fee is $600. Otherwise, there’s no fee.

Virginia

$250

Washington

No filing required

West Virginia

0.000625% of the total aggregate offering price, capped at $1,800 with a minimum of $60

Wisconsin

$200

Wyoming

$200

 

Table updated: 6/21/22

 

Was this article helpful?
18 out of 25 found this helpful